SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Stilley William B. III

(Last)

(First)

(Middle)

13880 DULLES CORNER, STE. 175

(Street)

HERNDON

20171

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/03/2021

3. Issuer Name and Ticker or Trading Symbol
Sysorex, Inc. [ SYSX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	25,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Debenture due July 7, 2022	07/07/2021	⁽¹⁾	Common Stock	19,903⁽²⁾	⁽³⁾	D
Warrant	07/07/2022	07/07/2026	Common Stock⁽⁴⁾	19,903⁽⁴⁾	⁽⁵⁾	D

Explanation of Responses:

1. 12.5% Original Issue Discount Senior Secured Convertible Debenture due July 7, 2022 (the "Debenture") is convertible (including all accrued, but unpaid interest, and all other amounts, costs, expenses, and liquidated damages due in respect of this Debenture) until the Debenture is no longer outstanding.

2. Calculated based on the conversion price as of July 7, 2021. The number of shares of Common Stock issuable upon a conversion of the Debenture is determined by the quotient obtained by dividing (x) the outstanding principal amount of the Debenture, $56,250, (together with interest and all other amounts, as applicable) to be converted by (y) the conversion price. See footnote 3 regarding the conversion price of the Debenture.

3. The Debenture is convertible at the conversion price equal to the lesser of: (i) $18.00, subject to adjustment in the Debenture and (ii) eighty percent (80%) of the average of the VWAP (as defined in the Debenture) of the Common Stock during the five (5) Trading Day (as defined in the Debentures) period immediately prior to the applicable conversion date; provided however, that in the Event of Default (as defined in the Debentures), the conversion price shall be the lesser of: (i) the $18.00, subject to adjustments in the Debenture, and (ii) fifty percent (50%) of the average of the VWAP of the Common Stock during the five (5) Trading Day period immediately prior to the applicable Conversion Date.

4. The warrant (the "Warrant") is also exercisable into the number of units of securities sold in a Qualified Offering (as defined in the Warrant) equal to the quotient obtained by dividing (i) $56,250 by (ii) the conversion price of the Debentures. The Warrant can be also exercised cashlessly. The number of shares of Common Stock or units is subject to certain adjustments, as described in the Warrant, including the five percent increase in the event there is no effective registration statement of the warrant shares after the six (6) month anniversary of July 7, 2021.

5. The Warrant can be exercised at an exercise price equal to (i) in the event that a Qualified Offering (as defined in the Warrant) is consummated prior to the exercise of the Warrant, the price per share or unit (if units are offered in the Qualified Offering) at which the Qualified Offering is made ("Qualified Offering Price"), subject to adjustment thereunder, or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $18.00 and (B) an amount equal to eighty percent (80%) of the average of VWAP for the Common Stock over the five (5) Trading Days preceding the date of the delivery of the applicable exercise notice. Notwithstanding the above, the exercise Price following the occurrence of an Event of Default shall mean the lower of: (A) $18.00 and (B) an amount equal to fifty percent (50%) of the average of VWAP for the Common Stock over the five (5) Trading Days preceding the date of the delivery of the applicable exercise notice or (C) the Qualified Offering Price.

	/s/ Stilley William B. III	09/10/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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